Click here to download the Private Mergers & Acquisitions 2020 report, published by Getting the Deal Through.

Jurisdictions covered

The following 40 jurisdictions are covered in this report:

Australia; Austria; Belgium; Brazil; Canada; China; Costa Rica; Denmark; Egypt; Finland; France; Germany; Greece; Hong Kong; India; Indonesia; Ireland; Israel; Italy; Japan; Luxembourg; Malaysia; Myanmar; Netherlands; Norway; Philippines; Poland; Portugal; Serbia; Singapore; South Africa; Spain; Sudan; Sweden; Switzerland; Taiwan; Turkey; UAE; United Kingdom; United States.

Questions

The set of questions relating to the topic of mergers and acquisitions and answered by the guide for each jurisdiction covered include:

• • Good Governance Guides — A practical guide to categorising risk
• • What are the main laws and regulations governing business combinations?
• • What law typically governs the transaction agreements?
• • Which government or stock exchange filings are necessary in connection with a business combination? Are there stamp taxes or other government fees in connection with completing a business combination?
• • What information needs to be made public in a business combination? Does this depend on what type of structure is used?
• • What are the disclosure requirements for owners of large shareholdings in a company? Are the requirements affected if the company is a party to a business combination?
• • What duties do the directors or managers of a company owe to the company’s shareholders, creditors and other stakeholders in connection with a business combination? Do controlling shareholders have similar duties?
• • What approval rights do shareholders have over business combinations? Do shareholders have appraisal or similar rights in business combinations?
• • What are the special considerations for unsolicited transactions?
• • Which types of break-up and reverse break-up fees are allowed? What are the limitations on a company’s ability to protect deals from third-party bidders?
• • Other than through relevant competition regulations, or in specific industries in which business combinations are regulated, may government agencies influence or restrict the completion of business combinations, including for reasons of national security?
• • What conditions to a tender offer, exchange offer or other form of business combination are allowed? In a cash acquisition, may the financing be conditional?
• • If a buyer needs to obtain financing for a transaction, how is this dealt with in the transaction documents? What are the typical obligations of the seller to assist in the buyer’s financing?
• • May minority stockholders be squeezed out? If so, what steps must be taken and what is the time frame for the process?
• • How are cross-border transactions structured? Do specific laws and regulations apply to cross-border transactions?
• • Other than as set forth in the competition laws, what are the relevant waiting or notification periods for completing business combinations?
• • Are companies in specific industries subject to additional regulations and statutes?
• • What are the basic tax issues involved in business combinations?
• • What is the basic regulatory framework governing labour and employee benefits in a business combination?
• • What are the special considerations for business combinations involving a target company that is in bankruptcy or receivership or engaged in a similar restructuring?
• • What are the anti-corruption, anti-bribery and economic sanctions considerations in connection with business combinations?